St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-14
A RrlcIFs an 1NcoRpoR ArIoN or


! ents that We whose names are hereunto sub
scrbed have, and by these written articles dc
associate ourselves together for the purpose
! of being Incorporated, and constituted and
created corporation under and by virtue OF
! Title two (2) of Chapter thirty-four I'D of
the General Statutes of Minnesota, and the
laws of said state amendatary thereof ana
supplementary the ;eto. and for that purpose
/ do hereby adopt the following articles of in
! corporation:
Article 1.-The name of this corporation
4 shall be The South Duluth Land and Improve
! ment Company.
The general nature of the business of this
/ corporation shall lie to Duy, own, improve.
| sell and deal il lands. tenements. and here
ditaments, real. mixed and personal estate
and property, and to do and exercise each
! and every act, power, and thing proper and
authorized to be done and exercised under
the said laws and statutes of SAID state,
| which may be necessary. desirable. or con-
venient for the prosecution and advancement
! Of said business.
| That the principal place of transacting the
| business of this corporation shall be the
| city of st. Paul. in the county of Ramsey,
! and state of Minnesota
| Art. II.-This corporation shall commence
on the fifteenth (l5th) day of December A.
d. 1887, and continue thirty 600 years.
Art. III.-The amount of the capital stock
| of this corporation shall be one hundred
| thousand dollars. The stock shall be full
! paid when issued. At least one-haH of the
| commencement of business by the corpora
ton. The subscriptions shall be paid in
| under such regulations as may be prescribed
! by.resolution of the Board of Directors. en-
! cred into the records of the cor por-
! ration, and on the call of The directors, or at
| such times and in such manner as may be
! fixed by the bylaws of the corporation.
Land with its Entertainments and appurte-
nances may be received by the corporation
| in payment for its stock the value of such
! lands o.
nances having been first fixed ana deter
| mined by resolution of the Board of Direct
ors entered into the records of the corpora
| ton.
Art Iv-The highest amount of Indebted
! ness or liability to which this corporation
shall at any time be liable shall be sixty thou
sand dollars.
| Art. V.-The names of the persons forming
| the association for incorporation are: Pat
rick II. Kelly, Harlan P. Hall. Lewis Baker.
| Frederic A. Fogg. William Foulke and
Charles F. Diether, all residing in the city of
/ ST. Paul, Ramsey county, Minnesota, and j..
| d. Springer, residing at the city of Mime
! apolis, Hennepin county. Minnesota
Art. VI-The aboye-named incorporators,
Patrick H. Kelly, Harlan p. Hall, Lewis
Baker, Frederic A. Fogg, William Foulke.
| Charles f. Diether and j. ID. Springer shall
constitute the first board of directors of this
corporation.
| The officers of this corporation shall con-
siSt of a president vice president. secretary
and treasurer. The above named Patrick H.
Kelly shall be the first president, Harlan P.
Hall the first vice president, Frederic A.
Fogg the first secretary, and Charles F.
Diether the first treasurer of this corporation
Said directors and officers hereinbefore
named shall hold their offices and exercise
and discharge the duties thereof until the
| third (3d) Wednesday in November A. d.
1888, and until their successors are elected
as hereinafter provided and have qualified
The board of directors of this corporation
shall be composed of seven % members, in
GLIDING said officers, and the term OF said
officers and directors, after the first herein
named, shall be one year, and until their
successors are elected and qualified.
The government of this corporation and
the management of its affairs shall be vested
in its board of directors and officers.
The directors, after the first herein named.
shall be elected annually by the stockholders
at a meeting of the stockholders, which shall
be held at said principal Office of the corpor-
alton at said st. Paul, at three (3l O'Clock, in
the afternoon, on the third (3d) Wednesday
Ill November, i'll each and every year after
the year y. u. 1897 and shall be so elected
for the year then next ensuing after their
election, and until their successors are
elected
The president, vice president, treasurer
and secretary, after the first herein named.
shall be elected annually at a meeting of the
directors, which shall be held al said princi-
pal office of the corporation, at SAID st. Paul.
ON the third (3d) Wednesday in November.
in each year after the year A. D. 1897, and
after the stockholders meeting and election
of directors on that day, for the year then
next ensuing and by the directors then, and
at such stockholders meeting then elected,
for the ensuing year, and from their own
number.
And the first meeting of the board of direct
ors herein named shall be at said principal
office of the corporation on the twenty first
(21sU day of December, A ID. 1887, at three
(3) o'clock in the afternoon. In no
case shall the assets of the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
for. and iii every case when such dividends
ite be made from the assets and property Of
the corporations. OH the sale and conversion
t5of the same into money, whereby the prop
erty and assets of the corporation at cash
valuation would in the judgment of the
board of directors be reduced below the face
value of the stock outstanding or subscribed,
the board of directors are authorized, and it
shall be their duty to call in, cancel, and re-
tire so much and such amount of such out
standing or subscribed stock as will equalize
the same at its face values with the cash
value of the assets after such proposed diyi
dend is taken therefrOm; and the board of di-
rectors are empowered to enforce such with
draWai, cancellation and retirement of stock
outstanding or subscribed, pro rata and ac
cording to such dividends to each stock
holder or subscriber on his or her shares, i'll
such manner and under such regulations as
corporation. And the corporation shall have
power to buy in its own stock and the same
hold as assets and reissue or retire and can
eel. as the board of directors shall deem to
the best interest of the corporation.
No person shall be director or officer of
said corporation who is not q stakeholder
therein.
The board of directors shall have and may
exercise all and every the powers of boards
of directors. and may fill any vacancy in The
IA directors and
Offices herein named ut any general
or special meeting of the board of direct
Ors; and may make and enact by laws for said
CORPORATION. and the same alter or amend at
any general or special meeting of their
board; may call special and general meet
ings of the stockholders and directors when
ever i'll their judgment the business or inter
ests of the corporation require any such
meetings, and mag by their bylaws fix gem
eral meetings OF the stockholders and direct
orS.
All deeds and conveyances of lands. or
real estate, or of any interest therein, or lien
or charge thereon. on the part of tine corpOr
alton. shall be signed by the President, and
eountersigned by the Secretary, and the seal
of the corporation shall be thereto affixed.
Art. VII.-The capital stock of this corpor-
alton shall be divided into Two Thousand
(2OOO) shares of Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporates, have here
unto subscribed our names and affixed our
seals this list DAY OF November. 4. ID. 1887.
LEWIS BAKER, Seal.l
PATRICK Ii. KELLY, LSeaLl
HARLAN z. HALL, lSeall
FREDERIC A. FOGG, Seal,I
WILLIAM FOULKE, Seal
CHAS. +. DIETHER, ScaLT
j. ID. SPRINGER. Scal.l
Signed and sealed by Patrick II. Kelly, Har-
Ian P. Hull, Frederic A. Fogg. William Fouke,
and Charles +. Diether and Lewis Baker, in
the presence of
VIM. ). MOORE,
JoHN Z. brennan.
Signed and sealed BY j. D. Sprinserin pres
ence of
H. d. LAHRABEE.
H. I. ARBOTT
STATE OF MINNESOTA. -
COUNTY OF RAMSEY, o.
Be it known that oil this 26tit day Of
November, \. D. 1857, before me, notary